Keeper of the Legendary Flame Book- I
by roslin2000
Summary: Fayne Lillian Peirce. A girl, with a boring, screwed up life. All of a sudden, she is pulled into the world of fairies, witches, ogres and specialists. Sounds fun and crazy huh? This, my friends, is a story filled with excitement, adventure and friendship. But secrets are being kept from Fayne, and those who know thIs witch, also know that she DOES NOT like being lied to.
1. Prologue

**Prologue**

Fayne Lillian Peirce. She was a normal girl, with a normal life. But one mistake; one decision changed her life forever. This, my friends, is the story of Fayne, a living legend in the world of magic. A story of love, friendship, and perils. A story of her journey to become one of the most powerful fairies ever. And who might I be, you may ask. Me? Well, _I_ am Fayne, and this is the story of my life, and that of the winx club.

**Authors note- All canon pairings, only Musa is with Derek and Riven is with Fayne. Bloom doesn't have the Dragon Flame, she has the power of the wind. **


	2. Chapter 1- An Unexpected event

**Chapter 1- An unexpected event**

It was a bright and sunny day at Gardenia, and 15 year old Fayne Peirce was sulking in the park. She had gotten into a fight with the Mitzi's boyfriend, _again_. She was sure that her parents would screw up her life now. She sat there, fiddling with her necklace, stroking her pet snake, Tiara's head lovingly. The snake and necklace was all that was dear to Fayne, along with her books, of course. She was positive that she was adopted, but never voiced out her thoughts. To the unobservant, Fayne was a shy and quite goody two shoes. But when she got angry, my, it was a sight worth seeing.

Fayne sat under a tree, staring off into space. Her eyes landed on a red head, who was playing with her pet bunny. She observed the girl's attire. It looked so... today. Fayne glared at herself. She was wearing a pair of boyish boots and a black pair of trousers, followed by a blood red tight fit button down shirt. She never really liked to expose her skin. Sometimes, Fayne wished that she could be like the redhead, whose name was Bloom. She saw the redhead looking tense, and got up, brushing her bottom and heading towards the tense girl.

To Bloom, the day was like any normal day. Her pet bunny, Kiko, who had run off to play, had not returned yet, and she was starting to get worried. She saw a girl with black waist length hair, and startling sea green eyes make her way towards her. "Fayne, her name is, I think..." she thought to herself.

"Hi, my name's Fayne. You seem to be tense, is there anything I can do to help you?" she asked, kindness shinning through her eyes.

"Oh, nice to meet you Fayne, I'm Bloom, and my pet bunny, Kikio, has disappeared all of a sudden. I was actually worried about him." Bloom replied, trying to express her gratitude. An awkward silence ensued, before Kiko came running to Bloom, tugging her blue pants, making wild gestures.

"Okay little guy, we're coming, calm down!" Exclaimed Fayne in an attempt to make Kiki calm down. Kiko immediately toned down the gestures, rubbing at Fayne's boots, gesturing for the girls to follow him. They shrugged at each other, and followed Kiko to the clearing. Both girls gasped at what they saw.

"Are those..." Bloom trailed off.

"I know" Fayne said quickly.

The ghouls continued to attack the strangely attired girl, who attacked them back through gritted teeth.

"Alright, that's it" both girls hissed out together as they jumped out of their hiding place behind the bushes.

"Leave her alone!" They exclaimed. "Or else we'll make you."

Stella turned around, and Fayne could swear that she saw the girl's eyes widen. The ogre caught hold of Bloom, hanging her upside down.

"Let me go!" The redhead cried out in a tone filled with panic and determination. A sudden silver ripple came out of her hand, sending the ogre flying backwards into a tree.

"Why you earthling..." Growled out the mad ogre, charging at her.

"Oh no you won't" spat out Fayne upon seeing Bloom cower slightly. Her sea green eyes looked like they were on fire, as her body began to glow with a bright orange hue. She began to shake slightly, and her hands clenched into fists. All her frustration and anger began to pour out, and Fayne felt unbeatable. A sudden sense of power and courage overcame her, as she put her hands by her side, and pushed the invisible energy towards the ogre. Orange ripples pushed the nasty ogre to the gorund, and Fayne was vaguely aware of the strangely attired blonde shouting out 'serves you right Knut' in the background.

Another strange feeling arose within her, and the ogre was soon being attacked by his own shadow. She suddenly felt drained of all of her energy, and collapsed to the ground, clutching her head, looking around slightly confused and dazed.

The ogre looked shocked, and he caught onto Fayne's fallen handkerchief. With a frown etched on his ugly face, he disappeared with a clap of his hands.

"That was..." Bloom said, as Fayne finished the sentence for her.

"Intense, I know."

A sudden thud diverted the girls' attention to the blonde, who lay unconscious.

"Oh my..." they mumbled as they proceeded to move the girl to Bloom's house.

"I suppose, I'd better get going..." mumbled Fayne, tucking a strand of hair behind her ear nervously.

"Oh, okay then" Bloom replied back. "You will come back, tomorrow morning I mean, won't you?"

"If you want me to" said Fayne, as a smile etched on both the girls' faces.

"See ya tomorrow then" mumbled Fayne with a shy wave as she down the steps of Bloom's house.

"Yeh, see ya..." Bloom replied as she closed her door.

* * *

"I... I... I'm s...s...s...sorry masters" Knut stuttered, eyeing his masters nervously. Three pairs of dangerous, glistening eyes glared at him, silently admonishing him for his failure and folly.

"Those earthlings... they defeated me..." He mumbled pitifully, handing.

"What?" One of them hissed, as the others continued to glare at him with piercing stares. "I've got their items... I could give it to the troll so that he can know who they are..." said Knut after a gulp of nervousness.

"Well, we'll let you go... for now" Spat out the second master.

"But only, because you've done something reasonable for the first time in your useless life" said the third with an icy, evil stare.

Knut handed over the items to the troll quickly, thankful that he had been spared by his ruthless masters.

* * *

Fane skipped up the stairs of Bloom's house, humming under her breath. She was just about to knock at the door when it opened.

"Oh" She said, slightly startled.

"Ah, my dear, you must be Fayne. Nise to meet you darling, I'm Bloom's mother. She was expecting you today, please, come in!" Said Bloom's mother jovially.

"Thank you, Mrs... ummm..." Fayne trailed of, not really sure how to address her.

"Oh, Mrs. Peters dear, but please, call me Vanessa. Come on, don't be shy, have a seat!" Said Vanessa, motioning to the couch.

"That's Bloom's dad, Mike. Mike dear, we have Bloom's friend here, her name's Fayne, Fayne Pierce."

"Nice to meet you Fayne, and before you say anything, call me Mike." Said Bloom's father kindly.

"Nice to meet you to, Mike" Fayne mumbled. She felt ready to burst into tears, for she was not used to such a level of kindness and generosity. It was at times like this that she wished that she would have the courage to leave her hair open and not keep it plaited, but that could not be helped, so she just settled for hanging her head low. Bloom chose the moment to walk in with the half awake blonde.

"Omg, you actually came!" Exclaimed Bloom, looking slightly surprised.

"Um, why wouldn't I?" Fayne asked, looking confused.

Bloom let out a giggle and said teasingly, "I don't know, maybe it's the fact that you seem to be the suffer in silence type."

Fayne let out a rare laugh of her own, causing everyone to actually take in her actual beauty. Vanessa walked in with some hot cocoa and gave some to everyone, including Fayne, not listening to her polite refusals.

The girl, Stella then began her story after taking a couple of sips of her cocoa, and Fayne leaned forward in anticipation.

"I actually landed here yesterday, because an evil ogre called Knut and his minions; aka; the ghouls, were chasing me. I had almost given up, when your daughter Bloom and Fayne came to my rescue. They were awesome, they saved me yesterday. I am positive that Bloom's a fairy like me. About Fayne, I'm not so sure, but she's a magical being, that much I'm sure of."

Everyone stared at her, and Mike refused to believe her. "I'm going to call the police... " he mumbled, but Stella transformed the telephone into a vegetable, causing Mike to let out a startled yelp.

" That was bloody brilliant!" Gasped out Fayne, excitement shining through her eyes.

" I know right!" Stella exclaimed with a flick of her hair.

Mike stared at the phone- okay, scratch that- _vegetable_ in his hand wide eyed, while Stella began to explain how Bloom used her energy field to keep the ghouls at bay.

"I don't think she likes me very much..." mumbled Fayne sadly to Bloom, who gave her knee a sympathetic pat.

"As for Fayne..." Began Stella scrutinising the nervous and fidgety girl, "She's nothing like what I've seen before. I mean, technically, she shouldn't even be existing!"

Fayne flinched visibly at that, tears threatening to spill all over again. "Thank god for my huge ego..." Fayne thought to herself. That was all that was keeping her from bursting into tears in front of the rude blonde and the Peters.

An awkward silence followed, while Stella said with a puzzled exclamation, "What, what did I say? Any how, I can see that she has immense power, I mean, her magical aura is totally brilliant! But, the weird part is, that I sensed... some negative energy in her, along with the positive energy... It's almost as though she is some sort of hybrid of a witch and fairy!"

"Yeaaaaah, I'm a freak again!" Exclaimed Fayne sarcastically, causing Bloom and Stella to let out a giggle. Mike and Vanessa still looked quite apprehensive, but tried their best to not show it. Luckily for Fayne, she was an observant person, and she walked up to Bloom's parents.

"Mike ,Vanessa, often it so happens that what we see is not true and what we don't see is true. I know it's hard to believe, but I suppose we must accept what fate has in store for us..."

The concerned parents gave a weak smile at Fayne's words of wisdom. For a 15 year old, she could sure speak beyond her age...

* * *

An angry Knut, his minions, and the troll walked around aimlessly in gardenia, in search of the 'two earthlings who whooped our asses'. The troll took a whiff of the articles, and made his way to a small house.

"You can run, but you can't hide..." said Knut, attempting his masters' famous evil and cold smirk, but failing miserably.

* * *

Meanwhile, the excited teens were sitting in Bloom's room, listening with a fascinated look Stella's tales of the magic realm.

"It's easy you know" said Stella, watching the envious look she got from the girls when she performed some simple spells. "All you got to do is put all your concentration and heart into it. Feel the magic flow through your veins!"

She then levitated a bunch of Bloom's pencils, merging them into one, and then putting them back to normal.

"Go on girls, give it a try" she said encouragingly.

Bloom stood up confidently, while Fayne shook her head frantically. "I... don't think I can do this. What happened at the clearing in my case was sheer dumb luck... Anyways, I'm sure Bloom can do this. Go on girl, give it a try!"

Stella gave the nervous girl a scrutinising stare, before saying, "To be a successful fairy, wizard, or- _witch_" she spat out the name as though it were vermin "you must be confident and believe in yourself."

Fayne just nodded and turned to Bloom expectantly. The redhead took a deep breath and said, "Here goes nothing..."

Bloom sat down on her bed, exhausted and frustrated.

"Calm down honey, Stella said that it's quite tough for beginners!" Said Fayne soothingly, patting her shoulder sympathisingly.

Stella then spoke up, trying to lighten up the mood.

"Hey, you guys want to see Alfea college for fairies?"

"Hell yeah!" Both girls exclaimed in unison with enthusiasm.

"Okay, here goes..." Stella said, opening a giant bottomless postcard. The girls got in apprehensively, and gawked at the wonderful sight ahead of them.

* * *

"I've lost them" gasped out the troll, his ugly face twisting into something akin to confusion.

"What! This cannot be..." moaned out Knut, his face contorting into a look of pure agony.

"My masters will not spare me..."

* * *

Meanwhile, the two girls came back with a determined face. They had made their decision. They would go to Alfea.

"Wait, it's back!" Exclaimed the troll, making a beeline for the door.

"Thank heavens..." murmured Knut, sighing in relief as he began to bang the door.

The girls walked down the stairs, looking nervous and excited. Stella followed behind, observing her perfectly manicured nails with great scrutiny.

"What's the matter Kiko?" Asked Fayne, picking up the bunny, who curled up in her arms, whimpering out of fright.

The door soon burst open, and everyone let out a startled scream. Right at the entrance, Knut, a troll, and plenty of ghouls stood menacingly.

"Mike! Vanessa! Get out of here now!" Hissed Fayne, shoving them out of the backdoor urgently.

"Stella transformed, and soon stood in her fairy outfit. Stella's outfit consisted of a sparkling orange one-shoulder top and tiny shorts, with knee-high boots of the same colour. She wore her hair in two pigtails with orange tube ties. She also wore light blue cuff wrist bands and a headband of the same colour. Her wings were three leaflets with the colour of powder blue with teal tips.

"Wow.." was all the two girls thought, for this was the first time that they had actually observed her outfit.

"I'll take on these two, you girls lure the ghouls out!" exclaimed Stella, attacking the two villains.

"Hey pea brain! Over here!" Yelled out Fayne with a sudden burst of confidence, throwing a book at the ghouls, and grabbing Bloom and running out of the broken door.

"Exactly why did you do that?" Questioned Bloom indignantly eyeing the angry ghouls.

"Uh... no idea?" Said Fayne, nervously looking at the ghouls.

The ghouls were then suddenly squashed by the troll and Knut, and Stella flew out of the broken window.

"Good work girls!" She exclaimed, hovering beside them.

Suddenly, a blue light appeared, and out came 6 boys, around 17 years of age.

"These are the specialists of Red Fountain..." murmured Stella, staring dreamily at the brunette. "Anyone could tell that she had hots for him!" Thought Fayne, formulating a plan in her mind to somehow get them together.

A raven haired boy came forth with a smirk on his face, asking his team mates to leave the troll to him.

"I don't think that's a good idea mate!" Exclaimed the blonde, rolling his eyes when the raven headed boy payed no heed to his advice.

The troll soon began to overpower him, and Fayne was already getting scared for the careless boy's safety. She felt the same power from before, and before she knew, the troll was on its knees, with an orange bubble around it and its own shadow hissing at it darkly.

The troll gave up, looking weak, and Fayne suddenly came back to her senses. She felt the energy leaving her as she swayed on her feet slightly, only to be steadied by Bloom and Stella.

"You alright?" Asked the ginger kindly, to which the startled and confused girl responded with at slight nod of her head.

"Okay... specialists, meet Fayne and Bloom. Girls, that's Prince Sky of Iraklion, Brandon, Riven, Timmy, and Derek."

Bloom's decision became even more strong, while the guys waved at the girls. Fayne stood there, frozen in shock upon hearing the name that burnt her heart everytime.

"We need to get moving" the brunette, Sky said. The boys then stepped into a blue portal, waving at the girls.

"Hope we meet again Bloom!" Brandon, the blonde, called out before the portal closed, earning to distinct snorts from the ginger, Timmy, and the raven head, Riven.

"Come on, we need to fix this mess..." murmured Bloom, as the girls walked in again.

"Um... Bloom, I need to get my stuff, so I'm going to sneak into my house and be back with it in about an hour or two" said Fayne, still in shock.

"Hey... you alright?" Asked Bloom suspiciously.

"Peachy" mumbled Fayne before departing.

"Such an odd girl..." thought Stella.

* * *

"By mom, dad" murmured Bloom, sniffing slightly.

The girls had now reached the magical barrier which protected the school, and Mike and Vanessa couldn't enter as they were non- magical beings.

"By Mike, bye Vanessa, we'll see you soon. Don't worry, Stella, Kiko, and I will make sure that Bloom doesn't get herself into trouble." Fayne said with a reassuring grin.

"Thank you" Mike and Vanessa said, as Stella transported them back.

"Bloom, you are going to come to Alfea with me. The princess of Callisto, Veranda, isn't going to come this here, she told me to give the letter to the headmistress. I think that you should come as her." Stella chirped happily, before turning to Fayne, who stood there awkwardly.

"As for you... I'm sorry to break this to you, but you're going to have to go to Cloud Tower; it's the college for this, it has the directions to the school. You're going to take Serena's place" Stella said.

"Kinda figured that out already..." Fayne mumbled darkly.

"What do you mean?" Bloom asked, puzzled.

"It's obvious, if you see my personality. I'm bad..." Fayne said sadly, taking the sheet from Stella.

Both girls frowned, opening their mouths to protest, but Fayne cut the two of with a warm hug.

"Thanks you guys, thank you so much. I guess I'll see you around some time..." With that she skipped off, looking into the sheet with a slight frown.

"She really needs some encouragement... I don't think she'll be able to survive at Cloud Tower if she's like this..." Stella said, while Bloom just nodded in agreement.

"Come on, let's go!" Stella exclaimed, linking her arm to Bloom's and skipping towards the college for fairies.

"Alfea, here I come..." said Bloom with a smile etched on her face.

"Cloud Tower, here I come..." Fayne said at the exact same time, chuckling nervously.

**So, how's it? Please R &amp; R!**


	3. Chapter 2- Welcome to Magix!

**Chapter 2- Welcome to Magix!**

Stella and Bloom walked towards Alfea, and it took everything in Bloom to not just stand there and gawk at it wide eyed.

"Okay, so here's the plan. You are Princess Veranda of Valisto, and you, my dear, have to act normal, if not like a royal. You see that lady with glasses terrifying the new students?" Stella blabbered. The blonde fairy had now changed into a green bikini type top, with orange heels and an orange mini skirt.

"Um...Yes?" Bloom said, her answer coming out more as a question due to her nervousness.

"That's Griselda, she's a bloody menace, let me tell you. Almost got _me_ expelled last year. But of course, being Princess of Solaria, I was saved!"

"What! You almost got _expelled_! And exactly what did you do to be in such a situation?" Bloom asked, horrified.

Stella let out a chuckle and ignored Bloom's horror.

"Mrs. Griseldaaaaaa" She sang out, stretching her name to annoy her.

"What is it Miss Stella?" She snapped. Clearly, her attempt to annoy the snappy teacher had suceeded marvellously. "And who might this young lady be?" She asked, scrutinising Bloom from under her glasses. "Cliché..." Bloom thought, fidgeting nervously.

"That's Princess Veranda of Valisto!" Stella said enthusiastically.

"I do believe that she can speak on her own, Miss Stella! Unless she is dumb of course!" She snapped, before checking her paper.

"Huh, looks like this old bat does have a sarcastic sense of humour..." Bloom thought to herself.

Griselda seemed almost disappointed when 'Veranda's' name was on the list, and she grudgingly let the girls through.

"Well, that went well" Stella said sarcastically, eliciting a giggle from the redhead. The two girls then jovially made their way to the other newcomers, waiting for the 'welcome speech', as Stella had so eloquently put it.

* * *

Meanwhile, the young witch made her way towards Cloud Tower castle.

"Ugh... finally!" Fayne exclaimed, earning a hiss from her pet snake.

"Hush Tiara! You aren't supposed to be here!" She panted as she ran up the stairs. Fayne had unbuttoned her shirt and had put on a black spaghetti top inside, to give her a more 'witchy' look. She was hoping that this, along with the smoky eye shadow and grey contacts altered her appearance a bit, if not transforming her completely.

"Umm... and who might you be?" A brown haired girl hissed out.

"I'm F... Serena! That's right, Serena. But you can call me Fay!" Fayne stuttered. The girl narrowed her eyes at the girl, before giving her a curt nod.

"I'm Darcy. That's Stormy and Icy." She said, pointing at the other two.

Icy had blue-white hair, pulled back into a high ponytail held with a dark teal-tube piece. Though her bangs were pulled back into her ponytail, she had pieces of her hairs, curled, reaching her shoulders. She had pale blue eyes and wore white eye-shadow. Her outfit was a light blue midriff tank top and matching skirt with a belt studded with diamonds. She also wore the same coloured boots.

Darcy had long brown hair that reached down her ankles, and bangs that reach to her waist that were a lighter shade of brown. She also had yellow eyes. She wore an indigo top with a heliotrope purple circle in the middle. It was attached to a choker around her neck. Her pants were purple bell-bottoms. She also wore glasses with yellow frames. Her shoes were black, purplish boots. Her dark brown hair reached all the way down to her ankles. Like her sisters, she had curls that hung loose down to her waist. Her curls were light brown. Her hair made her look as if she was wearing a cape.

Stormy had dark blue frizzy hair shaped like a cloud. Her lavender bangs were shaped like lightning bolts, which went past her shoulders. She wore a maroon crop-top with a metal loop decoration attaching the shirt to a loop around her neck. Other than this, her top was strapless. She also wore a shiny maroon mini-skirt. Her shoes were maroon platform high-heeled sandals

"Uh... Hi?" Fayne said nervously waving her hand, after giving the witches a once over.

"My, doesn't someone look friendly..." She thought sarcastically, hiding her chuckle with a realistic cough. Darcy just raised her eyebrows at this, and Fayne looked away, waiting for a response.

The three girls gave her a cold grin, sending shudders down the girl's spine. Stormy grabbed her arm suddenly, causing her to yelp in surprise.

"Shove off!" A pissed off girl exclaimed, grabbing Fayne's arm and yanking her away from the cruel witch's grasp. The witches gave her a cold glare.

"Sisters, I think it's time to show them who is boss here" Icy said with a cold smirk, causing Darcy to grin mysteriously, and Stormy to cackle evilly.

"Oh please, bring it on!" Exclaimed the green haired witch. Fayne observed her carefully. She had shoulder length green hair and startling hazel eyes. She wore a black mini skirt with a grey spaghetti which had a black skull, and showed some cleavage. She also wore grey heeled boots.

"Elusive ice storm!" The three sisters yelled out.

"Watch it!" The green headed witch hissed, pulling Fayne aside.

"Sorry." The nervous witch mumbled shyly. "I'm Serena."

"Torrian. Torrian Rosemary Campbell. Call me Tory. Pleasure to meet you." She said curtly, before attacking the witches.

"Serpent's hug!" She yelled out. A green serpent shot out of her palms, and wrapped up the sisters tightly.

"Could I try something?" Fayne asked suddenly.

Tory shrugged. "By all means. Just be sure that you can take them on."

Fayne nodded, and an evil smile crept onto her face.

"You aren't the only ones who are evil you know" She said. She did not know exactly what was going on, but she decided not to dwell on it... for now.

Fayne closed her eyes and let the magic flow through her veins. All the anger and frustration that had been building up for ages needed to be let out. Her anger on D... _him_, her confusion, her exhaustion, and mostly, her will to prove herself. All this merged as one, and Fayne felt the energy surge through her. She opened her eyes, which had a cold look to them, causing Tory to gape at her wide eyed. Fayne lifted an arm calmly, and said in an evil, unfeeling voice, "Shadows, I summon thee. Listen to my request, and show the three, their deepest fears; dark and dishonest. Shadows! Obey my commands, and torture these fools who dare to obstruct in _my_ path, for this is my demand!"

The air around the witches chilled even more, and Tory began to shudder, suspecting that this was Icy's work. Fayne, however, remained unfazed. The lights dimmed suddenly, and the shadows danced around the three sisters wickedly. All of a sudden, Stormy let out an agonised wail of fear and panic. Darcy was soon to follow, and Icy gritted her teeth. Unable to stop herself, the ice queen let out a cry of horror and pain, eliciting a startlingly evil cackle from Fayne.

"Now that should teach you to never cross my path ever again. Now, clear off" She said, flicking them off.

The witches fell to the ground, panting and looking horrified. They got up with the little dignity they had left.

Meanwhile, Mrs. Griffen had felt a startling amount of negative energy from the castle's entrance. She let out a shocked gasp, and immediately summoned her crystal ball. What she saw startled her. The series of events caused the headwitchtress to become increasingly shocked by the minute, as she abruptly shot out of her seat. She rubbed her chin thoughtfully, glancing at the young witch's hatred filled face with fascination and an odd sense of pride.

"That was awesome!" Whooped out Tory with an excited smile, causing Fayne to snap out of her reverie and give her a soft smile. She swayed on her feet suddenly, falling on an unsuspecting Tory, who let out a squeal of shock.

"You alright?' She asked worriedly as Fayne's eyes began to roll to the back of her eyelids.

"Peachy" Fayne mumbled as Tory helped her up.

"Come on, let's get you in" Tory said, helping the weak and shocked witch into the castle.

* * *

"Hey look! We're in the same apartment!" Stella exclaimed as she opened the stylish door. The 'speech' had been quite simple, precise, and to the point, along with a lot of hidden meaning, and Bloom had started to like the wise headmistress.

She opened another door, leading to a magnificent room. With a voila gesture, she said, "And that's my room!"

"Wow, you're lucky that you have your own room. I have a roommate. Wonder how she's going to be" Bloom mumbled with a sad sigh as she opened the door to her room, keeping her fingers crossed. She walked in, oblivious to the large green tendril on the ground. She stepped on it, earning an ear piercing shriek from a weird plant.

"Oh my, I'm so sorry!" Bloom exclaimed, panicking slightly.

"Oh no, it's my fault. I mean, I just got here and I already spread my stuff around. I'm Flora. This talking plant is one of my creations!" A young girl said with an apologetic and welcoming smile, scratching the plant's skin. Flora's outfit was a light green midriff smock top, a light pink mini skirt with dark pink strawberries, a thin light green belt which slanted sideways, and light pink wedges. She also wore golden hoop earrings. Her long light brown hair was left open.

"What's your name?" She asked, tilting her hip sideways, causing the talking plant, which had just recovered from its pain, to topple over.

"Oh my!" Flora exclaimed in shock, looking at the poor plant apologetically.

"Oh hey, I'm Bloom" Stella let out a painfully loud cough from behind her, causing Bloom to realise her mistake and get all flustered. She let out a nervous chuckle and moved backwards eyeing the name plate.

"Well... yes, Bloom is my name, but not my real name. I'm... Veranda... of Valisto. Yup, that's me."

Stella felt like slapping the back of the redhead's head, annoyed at her lack of skill in the area of acting and lying.

"That is not at all convincing!" Hissed Stella, causing the redhead to get even more flustered and take another step backwards, only to bump into a purple haired girl. Bloom let out a squeak of surprise, as the young girl eyed her critically.

The girl wore a striped purple, white, and green shirt and a pair of purple pants. She also wore a pair of soft purple sneakers and had short pink hair.

"Valisto" She said robotically. "Fourth world of the Magix upper realm. Known for it's ancient art and traditions amongst the historians One of the most backward planets in the magic dimension; technology wise. I'm Techna."

"Right..." Bloom trailed of "That's where I come from..."

"Well, hey there Tecna! I'm Stella!" Stella said with enthusiasm.

"I know" Tecna said robotically.

"Well, aren't you quite famous..." Bloom said with a wink.

"That's the word on the street. Yo, if you plan to blow up more stuff, let us know ahead so we can bounce. By the way, my name's Musa." A girl with black hair and pigtails said. She wore a red one shoulder top and a pair of blue baggy jeans with plenty of pockets. She also wore a pair of reddish purple sneakers. Her pigtails were held by red ribbons.

The girls began to giggle helplessly, causing Stella to let out an indignant huff.

"It was in the name of fashion. I don't regret it." The blonde said with an air of superiority.

" I'm curious. Were you actually able to create this new shade of pink?" Techna asked, with a raised brow.

"No! But when I do, it's going to be the official colour of Solaria!" Stella said with a dreamy smile, causing Tecna to role her eyes and the other girls to giggle helplessly; again.

"Hey, let's eat out today, you know, to celebrate the new school year!" Stella exclaimed, causing the girls to hum in approval, making their way out of the school.

"Kiko!" Bloom exclaimed, yanking him away from torturing Flora's poor plant. "Now you be a good bunny and stay here, alright?"

Kiko gave a cute salute, and began to bounce up and down on what Bloom assumed was Flora's bed. Shaking her head with a soft smile, the redhead closed the door and increased her pace to catch up with her new fairy friends.

Meanwhile, Mrs Griselda eyed the girls carefully, looking suspicious.

* * *

"That, my dearie, was an enormous amount of dark magic. How'd you do that?" Tory asked, unable to mask her awe and envy.

"I do not know" Fayne said, quoting Spock form Star Trek.

"Woman, you did not just quote the hot ass Vulcan from Star Trek!" Tory exclaimed. "I'm in _looooove_ with the series, movies, and the sexy Vulcan!"

"Oh... ahem. Yes, I do know of the movies" Fayne said, looking slightly put off by the witch's blunt words.

"Common, the headwitchtress detests late comers, and those who do not follow the rules." Tory said, yanking Fayne suddenly.

"Ugh, and here I thought that witches were suppose to break rules... being all evil and mean..." Fayne grumbled darkly, earning an amused chuckle from Tory.

"Attention witches of cloud tower!" A lady, who Fayne presumed was the headwitchtress. Headmistress Griffin was very tall with pale greenish white skin. She had purple hair that was pulled up into a shape similar to that of pointy hats worn by fairytale witches, with two lighter purple strands on either side. She wore heavy makeup around her eyes and wore an ankle length dark purple dress with a high collar and dark purple shoes.

"I expect all of you to give me a rotten, revolting, disgusting, unimaginably horrendous performance this year. In other words, a marvellously wicked performance." This elicited excited shouts and raucous whistles from the witches.

"Now" She continued, silencing everyone with a wave of her hand, "I expect you all to torture any fairy who crosses your path. Do not spare the specialists either. Now, before all of the new comers introduce themselves, I would like to inform you that everyone must strictly follow the rules of this tower-"

"But I thought that rules were meant to be broken. I mean, aren't witches suppose to be doing what one shouldn't ideally do?" Fayne blurted out suddenly, causing all heads to snap towards her. She shrank back in her seat, a fiery red blush lighting up her face like an extravagant Christmas tree.

"Your name" Griffen growled out.

"P... pardon?" Fayne stuttered.

"Your name, young lady" Griffen spat out with narrow eyes.

"Uh, F... Serena! Serena Williams..." Fayne stuttered out, her eyes as wide as saucer plates.

"Detention at 4 pm day after tomorrow. And your little friend who thinks that this is funny might as well join you!" Griffen said with an evil smirk. The girls' shoulders slumped, and the entire hall erupted into rude snickers. Fayne squeezed her eyes close, wishing that she could just disappear or get engulfed by a gaping hole in the earth.

"Now, you're free for the rest of the day students, so off you go!" Griffen said in a cold tone, sending shudders down every witch's spine.

"Hey, have you ever been to magix?" Tory asked Fayne as they made their way to their depressing dormitories. Luckily, the two girls were sharing a room, and Fayne was now sure that she would have to show Tory Tiara.

"Nope" Fayne said popping the 'p'. "You see, I'm from Valisto."

"Oh..." Tory said, giving the girl a sympathetic nod. Fayne had got some time for a bit of shopping and research, and being from Valisto totally suited her, for their technology was similar.

"I'm not upto going there now, so how about this, I'll drop you there!" Tory exclaimed.

"Uh... you need to see this first..." Fayne mumbled, showing Tory Tiara, wincing at the girl's shocked look.

"That's... Tiara? Your pet?" Tory asked wearily, causing Fayne to nod at her sheepishly.

"My, aren't you a normal being" Tory grumbled sarcastically, causing Fayne to smirk and playfully nudge her new friend.

* * *

" Okay, now don't try to take a peak!" Stella exclaimed for the hundredth time at Bloom, whose eyes were covered by the blonde's petite hands.

"What you are doing is highly illogical" Tecna said, rolling her eyes.

"No one asked you" Stella said rudely.

"Piss off" Musa growled, and Flora nodded slightly. "Common Stella, apologise now!"

"Ugh, fine! I'm sorry Tecna!" Stella said, not meaning it the least.

"Sorry is illogical if you don't mean it" Tecna replied, looking thoroughly amused when Stella stomped her foot childishly.

"Yup, and I'm feeling totally great standing over here without being able to see anything. You guys feel free to carry on and just leave me be" Bloom said, sarcasm dripping from her words.

"My, for a princess you sure have a good sense of humour, and a decent dose of sarcasm!" Musa said, causing Bloom and Stella to stiffen.

"Oh please, not all princesses are like _her_" Tecna said, causing Flora to sigh and shake her head in exasperation.

"Tadaaa!" Everyone exclaimed out, allowing Bloom to adjust to the sudden light. The redhead blinked a couple of times, before giving the girls a dejected 'that's it?' look.

"Uh... what else did you expect?" Musa asked.

"I don't know, maybe dragons and broomsticks and-" Bloom was immediately cut off by Tecna's scornful voice.

"That only happens in fairy tales, which are unreal. Be logical Veranda."

"Girls" Flora said in a warning tone. "Play nice."

Everyone rolled their eyes and followed Stella, who said that she would take them to a nearby cafe.

* * *

Knut stood in an optical shop, trying out a weird assortment of frames. He stopped abruptly and peeped out, his eyes widening at the sight of the blonde fairy and the earthling.

"Excuse me, but did you see those girls?" Knut asked the salesman.

"Oh, they?" He asked rhetorically, and replied with a shrug, "those are the new students at the Alfea college for fairies!"

Knut made a dash for it, quickly calling his mistresses.

"Hey, give me back those glasses!" The salesman cried out angrily, but Knut payed no heed to them.

"I saw the earthling and Stella!" Knut panted out on the phone.

"What? That's too good to be true! NOW GO AND SPY ON THOSE TWO YOU PEICE OF SHIT OTHERWISE I WILL MAKE SURE YOU WEAR THOSE GLASSES OF YOURS FOREVER! DON'T FAIL US THIS TIME TO AND GET THEM TO US!" Knut winced, holding the phone away from his ear. There was a moment of silence, before his mistress continued sweetly, "Got it?"

"Y...yes, mistress" Knut stuttered out, before running to carry out his orders, not noticing the redhead staring at him stalking her friends in anger and shock.

* * *

"Yes mom, everything's great here" Bloom said. "Yes mom... mom! Calm down!"

The girls had figured out that her phone was out dated, and could not be used for inter- dimensional phone calls, so Bloom borrowed Tecna's card and called her mom from the phone booth.

"Yes mom, I'll keep in touch with Fayne... mom, I can't see her every day, she's at Cloud Tower college for witches! MOM! You nearly blew my year off!" The conversation continued that way for a couple of minutes, before Bloom spotted Knut spying on her friends.

"Oh shit" She thought, before diverting her attention back to the phone. "Okay mom, give dad a kiss from my side, tell him I said hi! Love you both, I'll call you later, I've got to get back to school... Bye!" As soon as the phone call was cut, Bloom made a dash for it, pocketing the card in a rush.

Feeling like James Bond, she crept up behind Knut and hid behind the barrels in a dark alley. Suddenly, someone tapped her shoulder, causing her to let out squeak, only for her mouth to be covered with a familiar hand.

* * *

"Yes Tory, you have no reason to feel guilty. Of course I understand! Now go." Fayne said, giving the girl a push.

"Okay... but-" Torrian began, only to be cut of by a pissed of Fayne.

"TORRIAN ROSEMARY CAMPBELL! YOU LISTEN TO ME AND GET YOUR SKIMPY ASS BACK TO CLOUD TOWER RIGHT THIS MOMENT!"

Tory gulped slightly, before nodding hurriedly and scooting away. Fayne rolled her eyes and began to walk down the streets of magix, enjoying the solitude. Her happiness was shattered within moments, as she saw the one person she believed she would never be able to see.

Derek. Derek Storm.

Derek was Fayne's brother. He had supposedly died in a car accident when she was 13. Fayne had asked him to get her some ice cream, to which he obliged. It was that fateful night that her brother died, leaving her to suffer every moment of her life. Her parents ended up loathing her, and all her friends ditched her. That was the reason why her family and she had moved to Gardenia, away from this mess.

"Excuse me..." Fayne said, tapping her 'dead' brother's shoulder. He whirled around with a sneer and (she was quite sure) a snide comment on the tip of his tongue, before staring at her in shock.

"Fayne..."

"Yes _dear brother_ who was supposedly _dead_" Fayne said with sarcasm. " It's Serena now, no one can know of my true identity."

"How could you do this, Derek? Have you any idea what I've gone through in the past couple of years? Everyone, including me, hated me, I was the cause of your 'death', my so called _parents_ started to despise me. There wasn't a day when I didn't felt guilty or didn't miss, there wasn't a day when I hadn't hoped that it should have been me who _died_, not you, and you know what Derek Storm Peirce, there wasn't a day when I felt the I shouldn't kill myself!"

Derek pulled her into a hug with a gasp, his eyes clouding with tears. The dam broke, and Fayne began to sob uncontrollably, beating into his chest, incoherently muttering and cursing him for his folly. He then spoke when he was sure that his voice wouldn't crack.

"I'm sorry... please... forgive me? Wait, you know about the... the..."

"The adoption, yes, I do. Had a hunch about hat since ages." Fayne said with a scornful look. "You knew all along, didn't you, and you never thought even once that _maybe_, just _maybe_ it could have been important for me to know. Since when did you become like this, Derek? I feel sorry to say this, but I most certainly did not expect this from you. From _mom _and _dad_, yes, but _you_?! No."

With that, she turned away, tossing her head in the air and storming off. Derek sighed and ran a hand through his chocolate brown curls, looking sad, guilty, and frustrated.

"Common man, let's go!" Riven shouted out to Derek, after checking out his 'sister's' ass in approval.

"Will you like, quite it?" Derek hissed out, causing Riven to snort.

"Chill bro, it's not like that girl's your sister anyways."

Derek felt a pang in his chest, and his heart shattered. He shut his eyes momentarily, before mumbling, "Yeh, whatever. Let's go" And brushing past a confused Timmy, Brandon, and Sky.

* * *

"Stupid, stupid, stupid bloody brother of mine..." Fayne growled out, storming past people and shoving them aside roughly, not bothering where she went.

"Wait... Bloom? Why's she following that nitwit?" Fayne thought ot herself upon seeing Bloom doing a poor imitation of James Bond and stalking Knut. She saw Bloom sit behind a couple of barrels, peeping through the gaps. Deciding to have some fun, Fayne tapped the redhead's shoulder, remaining hidden in the shadows. Bloom almost shouted out, causing Fayne to step out quickly and cover her mouth with her hand.

"Do you have a death wish or something?" Fayne snapped, settling down next to Bloom, who snapped her eyes open upon seeing the girl.

"Long time no seen" She whispered softly, while Fayne just winked at her.

* * *

"Sisters, someone's watching us" Darcy said, causing the other two to his indignantly.

"Leave it to me..." Darcy said, using her illusion powers to create a replica of her; who took her original position, while she searched for the scumbag.

* * *

"Move you faggot" Fayne muttered under her breath when the ogre covered Darcy. She suddenly got an uneasy feeling, and shifted uncomfortably.

"I'll call the winx, you be careful" Fayne whispered, darting off into the shadows before Bloom even had a chance to reply.

"I can't see a thing" She grumbled, peeping through the space between the barrels cautiously.

Darcy appeared behind the redhead, smirking as she attacked her from the back, causing her to fall in front of Stormy and Icy's feet.

"It's her!" Knut gasped out, pointing at her.

"You won't hurt me. I'm a fairy" Bloom said, sounding over confident. However, only a couple of silver sparkles flew out of her hand, before falling weakly by Icy's feet, causing the witches to cackle evilly.

"Now..." The snow queen trailed off. "Let's have some fun shall we... Ice storm!"

"Dark hurricane" Stormy hissed out. The hurricane flung Bloom across the alley, and she clung onto a crooked banister, only to be swept away by Darcy's dark magic.

No sooner did the fairy land on the ground, than was she frozen into a block of ice by Icy.

"It's a pity to lose such a pretty face..." Icy trailed off, scratching the ice, causing her sisters to cackle evilly.

* * *

Fayne searched for the winx desperately, rolling her sleeves up in frustration. She spotted them suddenly, and dashed towards them, pushing past a couple of specialists rudely.

"Stella... Icy... Bloom... trouble... Darcy... witches... Stormy!" Fayne panted, making rapid hand gestures to convey her point. Stella's eyes widened considerably, and she sharply motioned for the other fairies to follow her.

"F- Serena... sweetie... calm... SERENA!" Stella yelled out her her, causing the young witch to shut up quickly.

"Follow me" She uttered quietly, and the girls dashed after her. The girls reached the dark alley, and gasped upon seeing Bloom's frozen form.

"Oh boy..." Musa mumbled, while Flora covered her mouth with her hand, letting out a muffled gasp.

"My my, look who we have here! The young fairies of Alfea, and..." Icy stopped midway, and paled considerably.

"You! You traitor!" Darcy and Stormy hissed out. Fayne narrowed her eyes, and the two sistersgulped slightly and took a step backwards.

"Relax, sisters, they cannot harm us. What happened back then was mere luck." Icy said in a patronising tone, before calling Knut.

"You, take care of theses nasty pixies." Darcy said with confidence.

Before the ogre could even reply, he was writhing on the floor, looking terrified. His shadow loomed over him menacingly, and all eyes turned to Fayne, whose face was blank. Her eyes were void of emotion, and she snapped her eyes up to the three sisters. A cold sneer came over her face as she said, "You were saying...?"

"Common girls, let's transform!" Stella said, being the first one to snap out of her shock.

_~Cue transformation~_

Stella's Winx outfit consisted of a sparkling orange one-shoulder top and short shorts, with knee-high boots of the same colour. She wore her hair in two pigtails with orange tube ties. She also wore light blue cuff wrist bands and a headband of the same colour. Her wings were three leaflets with the colour of powder blue with teal tips.

Musa's Winx outfit was a sparkling red top with translucent pink fabric at the middle, a red mini skirt, and knee-high wedge red boots. She also wore purple headphones atop her head and purple ribbons around her forearms (the one on her left arm has loose ends hanging from it). Her wings were translucent and bright blue with purple bands in the middle. She had magenta shorts on under her skirt and her hair was kept the same.

Flora's Winx outfit was primarily fuchsia and orchid in colour, and consisted of a sparkling one piece, bare shouldered top that concealed a pair of mini shorts of the same colour, and ankle-high boots also the same color. A green choker with a pink colored four petal flower adorned her neck, and she had wrist length fingerless gloves covering her arms. Her wings were lime green and shaped like leaves.

Tecna's Winx outfit was unarguably the most distinctive of all the fairies, as it covered most of her. The outfit was mainly a full body suit of a sparkling lavender colour covering the torso and legs. She had powder blue sleeves which covered her hands and blue knee-high boots. She wore a lavender helmet which had a lime green tear-shaped brooch on it, similar to the one on her chest. Her wings were green bars which could form small squares on her back, in the shape of a glider. These wings helped her fly supported by digital energy considering they could not flutter.

Fayne looked at the girls, mentally observing them, otherwise looking clueless on what she had to do. Stormy snorted slightly, while Icy began to shake, her eyes glowing in a brilliant blue colour. Knut was now safe, thanks to Darcy's dark magic. Stormy and Darcy began to attack the girls ruthlessly, and soon the protagonists were on the ground. Icy began to glow with a blue hue, and the place began to freeze.

"Solaria!" Stella yelled out, throwing her ring upwards. Her ring then transformed into a sceptor, and she swished it like a sword, causing yellow light to be emitted. Icy let out a blast of ice magic, just after the girls teleported away safely.

"Darn it" The angry witch cursed, before teleporting herself, her sisters, and the ogre out of the frozen alley.

* * *

Stella glowed yellow, her sun piwer effectively melting the ice, revealing a drenched, cold Bloom.

"Oh thank Sirona!" Fayne exclaimed, running over and hugging Bloom tightly. The girls stared at her, causing her to exclaim, "What, she's the Celtic goddess of healing!"

"I've never heard of her" Flora said. "And who are you anyways?" Tecna asked in suspicion.

"I'm Serena, Serena Williams." Fayne said confidently. "You can call me Fay. I'm from Valisto, my parents are... acquaintances of the King and Queen."

"The name sounds so... _earthy_" Musa said with a suspicious look.

"Oh what can I say" Fayne mumbled with a careless shrug. "My parents have this unhealthy obsession with planet Earth and it's beings and history..."

Stella began to frantically speak before Tecna could question Fayne about her dark magic.

"You, my dear Bloom, were very brave and courageous, but that was a foolish thing to do! What possessed you to go after the trix?"

"The trix?" Fayne said, coughing loudly to alert Stella of her slip of tongue.

"Oh you know, Icy, Darcy, and Stormy." Stella continued, paying no heed to a frantic Fayne's signals. "I'm surprised that you lasted that long, being from Earth and all. You to, Fayne, you did quite well. Who would have known that a shy and soft earthling like you would leave the trix scared?! Exactly what did you do anyways?"

"Is there something we should know of, _Princess Veranda _and _Serena_" Tecna spat out, while Musa crossed her arms and Flora eyed the two in suspicion.

Fayne slapped her fore head, cursing and mumbling about how Aeron was not fair. **(A/N- Aeron is the Celtic god of Fate) **Stella winced at that, and turned around with a sheepish expression. "I may or may not have left out some tiny details..."

"And if you could define _tiny_, please?" Fayne said sarcastically, with a raised brow.

"My, isn't Cloud Tower growing on you" Stella grumbled darkly as Flora and Fayne helped the weak redhead to stand up.

* * *

"No way!" Bloom gasped, causing Fayne to give one of her rare smirks. She had been telling the fairies of her slight... disagreement with the trix, and most of them were being sceptical about it. Being the kind fairy she is, Flora began to warm up to Fayne. Tecna and Musa, however, still detested her, their prejudices against the witches clouding their common sense.

"The look on their face must have been priceless..." Musa soon agreed begrudgingly. She had to admit, this witch was not like the others. She actually had some good in her!

"I suppose I will have to leave now..." Fayne mumbled sadly. "Cloud tower awaits me!"

"Aww come on, atleast drop us to Alfea!" Bloom said, making a perfect puppy dog face. Fayne rolled her eyes, and agreed, albeit reluctantly.

"Your energies are quite confusing, you know. I've never seen anything like it before!" Tecna exvlaimed, causing Fayne to narrow her eyes slightly. "What is that suppose to been?" She asked, slightly angry yet curious.

"I sense both dark and light magic from you, it's quite shocking. I mean, you shouldn't even be real!" Tecna exclaimed. "I know right!" Stella exclaimed inconsiderately.

"Girls, be nice and respect her feelings" Flora scolded, causing both girls to have a moment of realisation. "Now, apologise"

"Sorry Fayne" They mumbled in unison. "Oh that's alright" Fayne said with a slight grin. "Besides, that makes me unique, right?"

All girls began to giggle, and they soon entered the gates of Alfea. Fayne's eyes widened slightly. "Oh shit, the headmistress might sense my dark magic!"

"How?" Musa asked with a slight frown. "It's kind of obvious girls! I mean, witches and fairies have been at loggerheads since eons. It's only logical if the school develop this kind of protection!"

"I can see her point" Tecna said with amazement. Fayne waved them a quick goodbye and ran toward the bushes to climb over the fence. A light suddenly showed over the five fairies, and Mrs. Griselda and Mrs. Faragonda walked out. Fayne cowered into the bushes, attempting to camouflage into her surroundings.

"Young ladies, do you realise that it is one hour past curfew!" Griselda shouted. "Like a grizzly bear..." Fayne thought to herself, stifling her laughter.

"We were so worried girls, do you realise how irresponsible your actions are?" Faragonda said with a disappointed look. Fayne immediately liked the wise old lady. She felt as though she had seen her somewhere, but she just didn't know where.

"Now girls, return to your dormitories quietly" Faragond said, resulting in the girls to give loud salutes and march away.

"Except you, _Princess Veranda _of _Valist_" Griselda sneered. Everyone winced at her tone slightly, and Fayne's eyes widened. "Shit..." She thought.

"Is there something you would like to tell us dear?" The headmistress asked kindly. Bloom burst into tears and explained everything, weeping even more when Griselda suggested that she should be expelled.

"Now now, Griselda, be nice. The magical barrier would have kept Ms. Bloom out if she was not a magical being! You may return to your dormitories now." Faragonda said with authority. Even Griselda kept mum as the girls walked back. The two teachers eyed the bushes suspiciously.

"Halt!" Faragonda exclaimed, as Grisleda pulled an unsuspecting Fayne out, causing her to turn beet red and gulp slightly.

"Okay... now be calm." She thought to herself, trying to stop herself from panicking. She began to shake visibly, and Stella spoke immediately to cove ruo for the young witch.

"That would be my friend from magix city. She came to see us off!"

"It's okay Stella. They should know the truth." Fayne sighed, nervously running her fingers through her hair boyishly.

"I'm Fayne. Fayne Lillian Peirce from Earth. People here know me as Serena Williams of Valisto, whose parents acquaintances of the King and queen of Valisto. I'm a witch, and I study at Cloud Tower." Fayne said, keeping her head high and looking at Griselda and the headmistress in the eye. Griselda actually turned her gaze away, whereas Faragonda frowned slightly, looking puzzled.

"Then how is it that I didn't sense your presence?" Faragonda asked, looking unnerved.

"I do not know ma'am" Fayne said, losing her confidence all of a sudden, bowing her head low. "Are you going to... um... you know... ask the headwitchtress to expel me or something?"

"No, my dear. However, you, she, the headmaster of Red Fountain; Professor Saladin, and I need to have a chat." Faragonda said, smiling slightly at the joyful squeal that came from the young witch.

"Now, off you go" Faragonda said, clapping her hands twice. Fayne was then covered in blue light and teleported away to Cloud Tower, and the young fairies retreated to their dorms.

"Strange... I thought all magical beings had been wiped off the face of that planet years ago..." Faragonda said.

"Headmistress?" Griselda said quitley.

Faragonda sighed slightly, rubbing her forehead. "Let us go Griselda. We have much to discuss with the other professors and the teachers of Cloud Tower and Red Fountain..."

* * *

Fayne landed on her bottom in the grounds Cloud Tower with a small 'oomph'. She gulped slightly upon seeing the headwitchtress walk towards her along with a sheepish Tory and smirking trix.

"Now, exactly why were you fraternising with the fairies and asking you roommate to cover for you, I don't know. However, after the call I received from Faragonda, headmistress of Alfea, I would most certainly expel you, for the mere pleasure of displeasing her. But I won't. I have sensed your power, young lady, and I know that you are capable of great things. They may be good or evil, though I would prefer evil, but you are most definitely one of the most strongest beings of your age. Hence, I will not expel you." Griffen said with a smirk, dismissing the pissed off trix.

"Umm.. it's strongest ma'am" Fayne said suddenly, making the headwitchtress to narrow her eyes.

"Pardon?" She said, narrowing her eyes further.

"It's strongest, ma'am, most strongest is grammatically incorrect." Fayne said politely, causing Tory to let out a chortle.

"Is something funny Ms. Campbell?" Griffen asked, causing the red faced witch to let out another impolite snort.

"Detention in the enchanted forest at 5 p.m. day after tomorrow!" Griffen barked out. "You two will have to navigate your way through the forest, _without_ magic. IS THAT CLEAR?" Griffen shouted, glaring at the two girls.

"Yes Headwitchtress Griffen" Tory said.

"Yes ma'am" Fayne saluted, causing Griffen to glare at the girl. "Now, return to your room!"

The girls scuttled away, giggling hysterically. Griffen glared at Fayne, before sighing fondly. She had begun to like this girl, for she reminded her a lot of... the headwitchtress snapped away the memory, sealing it back in its box. Those memories would always haunt her and the rest of the company of light, for they could do nothing to stop the destruction of the most prosperous planets in the world... Domino.

Meanwhile, the girls giggled at the series of events narrated by Fayne. Surprisingly, Tory had accepted Fayne's reality, and had been fine with her alliance with the fairies. "It's your choice who you are friends with" She had said, causing Fayne to aww slightly.

"That was so funny! We should try it some time, right Tory? Tory...?" Fayne said, cutting her babble short. The witch had fallen asleep, and was snoring slightly. Chuckling fondly, Fayne tucked her in and whispered softly, "'Night girl." Tory responded incoherently, causing Fayne to chuckle yet again as she cuddled up in her bed, drifting away into peaceful sleep, oblivious to the troubled thoughts of the headwitchtress, Ms Faragonda and Professor Saladin, who was now painfully aware of the series of events. The girl fell asleep quickly, blissfully unaware of her power and her role in the safe keeping of the magic dimension.


	4. Chapter 3- Alfea College for Fairies

**Chapter 3- Alfea college for fairies.**

**Im sooo sorry for not updating sooner, I have my final exams and some family issues, so I barely get to sit and think for the story. Also, I decided that Bloom should have fire powers, judging by the way the story is going. Anyhow, enjoy this chapter! By the way, I own nothing but the minor changes in the plot and my OCs.**

The heads of the houses sat around a huge table, every single one of them wearing a grave and serious expression on their face. A moment of silence followed, before Faragonda stood up, and started to speak wisely.

"As we all know, we are here tp discuss about Ms. Peters and Ms. Peirce. We all know that the earth fairies have been destroyed years ago by... well, by we all know who. It is surprising that today, we have two earthlings amongst us. This, has made me think..."

The headmistress continued in a hushed tone, and as she finished, a series of gasps followed.

"But how will we know which one of them is the keeper of the Flame?" Saladin asked, puzzled. "I think we all know who it is... it has to be Ms. Bloom." Faragonda replied with conviction. Griffen banged the table with her fist suddenly, making everyone jump. "We all know who you use to favour back then during Domino's better days, Faragonda. Do not let your blind love for the girl hinder your judgement!"

Everyone turned to dace the headwitchtress, loking surprised at her uncharacteristic outburst. Faragomda narrowed her eyes, and said, "I think everyone here will agree with me." All head nodded affirmatively, and Griffen sat down grudgingly. "So, now what?" Griffen mumbled.

"Griffen, keep an eye on Ms. Peirce. Make sure her actions, as well as those of her friends and brother, are well monitored. If she is who we think she is, then she will prove to be a great danger. Under no circumstances must she know of her past."

"Doesn't that sound a bit too harsh?" Saladin questioned, observing the headwitchtress carefully.

"No, not at all! As a matter of fact, its quite necessary!" Faragonda said. "As for Bl- Ms. Peters, I will personally tell her the truth when the time is right." Faragonda went on about her plans for the two girls, not noticing the headwitchtress, whose knuckles where white due to her clenched fists and who was grinding her teeth visibly.

"That is it. I am out of here." She suddenly said, roughly pushing the chair away and storming out of the room. The meeting was soon wrapped up, and it was then that Faragonda began to ponder on the words of the wise headwitchtress.

* * *

Bloom sat in professor Wizgiz's class, trying to pay attention. She bit back a grin as she saw the professor change into Mrs. Griselda, and wondered what the grumpy teacher would think of Wizgis's antics. The redhead snapped back to reality when a mirror magically appeared ahead of her.

"Now, focus on your reflection. Imagine the colour of your hair changing, starting from the roots. Imagine it spreading all over!" Wizgoz babbled away.

Bloom looked around, seeing Stella admire her reflection. Musa imitated the blond, causing the girls around her to giggle. Bloom jumped suddenly at the sudden exclamation from the professor, who was praising one of the fairies, who had managed to change her hair colour. She focused on her hair, narrowing her eyes in concentration. The redhead gave up within minutes, exasperated at the lack of progress.

"Bloom, dear, it will not work at once, keep trying" Wizgiz said, hopping onto Bloom's desk, patting her head slightly before hopping over to check on the other young fairies. Bloom let out a frustrated sigh, shaking her hair, which was floating around, to bring it back to normal.

* * *

Fayne stomped around her dorm, chewing her nails nervously. The young witch was nervous, and her pacing was driving her friend crazy.

"FOR HEAVEN'S SAKE CUT IT OUT!" She yelled, causing Fayne to look at her with unknowingly innocent, wide eyes. "But Tory..." she whispered in an innocent voice, "I'm scared. What if I screw things up? What if I'm... I'm a failure..." Fayne was suddenly grabbed by her shoulders by Tory, who spun her around to face her. "Hey, you are going to do just fine, alright! Plus, I will be there to help you out now, wont I!"

Fayne gave her friend a watery smile, before taking a deep breath and closing her eyes. When she opened them, they held loads of determination, and the young witch said firmly, "Let's do this."

"Now _that_, is the Fayne I know and love!" Exclaimed Tory, clapping the determined witch on her back. "C'mmon, let's go. Our first class is with Mrs. Griffen, and trust me, you do not want to be late for it..."

The two girls linked arms before walking down the spooky hallway, towards their first class. Fayne ducked her head the moment she entered the room, trying her best to ignore the ill concealed snickers and faint murmurs. She slid into a seat beside Tory, who squeezed her hand in encouragement. Fayne gave her a weak smile, trying jot to let her panic resurface. She almost jumped out of her skin upon hearing the headwitchtress' booming voice. "Morning, students!"

"Morning" the class replied unenthusiastically. Half of them looked bored to death, and said nothing, while the rest just sat in their seats, mumbling their greetings. The headwitchtress' eyes flashed dangerously, making some of the students sit upright and the others swallow out of fear. "I said, GOOD MORNING!" A moment of silence ensued, as she continued in an eerie, calm tone, "I will not accept such disrespect from my students. Is that clear?"

Everyone kept quite, looking to scared to even reply. "I said, IS THAT CLEAR!" Griffen bellowed, making Fayne shoot out of her seat and say a clear yes ma'am. All eyes shot towards the young witch, who stood bravely, calmly looking at Griffen in the eye. Tory followed her example, and soon the while class stood up, replying strongly.

"Good, you may sit now" Griffen said, looking calm suddenly. Everyone sat down quickly, as Fayne thought, "Geesh, what has got her knickers in a knot!" Several snickers were heard around her, causing Fayne to frown out of confusion.

"Oh shit, I said that out loud, didn't I" she whispered to Tory, who nodded at her, unable to speak due to her laughter.

"May I know what is so amusing there, young ladies" Griffen snapped, causing the girls to adopt solemn looks. "Nothing is amusing ma'am, nothing at all" Fayne replied with a solemn look, making the girls bite there tongues hard to keep them from laughing. Giriffen narrowed her eyes, but said nothing to them as she took her spot behind the teacher's table.

"Alright, today, we will learn how to focus our dark energy into an orb. We will learn to control it, and manipulate it to our will. First one to create an orb and control it for the longest duration, gets to skip kitchen duties. The girls, who looked bored and scared, now were alert and determined. Fayne began to bite her nails nervously, waiting for the headwitchtress' command.

"You may now begin" She said. Most of the class had managed to get their orbs. The dull room was now vibrant with colours like blue, green, purple, blood red, etc. Tory's orb was perfect, and she sat playing ball with it.

"Concentrate Ms. Campbell!" Griffen roared out, causing Tory to almost drop her orb. Fayne took in a deep breath and squeezed her eyes shut. Nothing happened. The young witch let out a frustrated growl, and tried again.

"Look at you you are a pathetic wimp. You are such a failure! A worthless peice of shit!" One of the snobs excalimed, causing snickers and whistles to follow. Griffen kept quite, observing Fayne's reaction. She saw tears swimming in them, and for a moment, felt bad for the young witch.

Fayne felt mad, and obviously, wanted to prove her worth to them. She took in a deep breath, and crossed her legs, holding her arms one over the other, as though supporting a sphere. Ignoring the cheeky remarks and sneers, she began to meditate, and focused on her energy. Griffen observed her carefully, and was shocked to see some wisps of orange. However, they disappeared as soon as they came, and the headwitchtress passed it off as a figment of her imagination.

Fayne felt a positive energy within her, but she suppressed it. What she needed now was dark energy. The young witch's hair began to float along with her, and a powerfull orb of darkness and shadows appeared in her hands. The lights dimmed considerably, and the shadows in the room danced around, making scary, hissing sounds, looking as though they were performing some sort of ritual dedicated to Fayne, who was still floating in the middle. The young witch's eyes snapped open, and she slowly returned to her seat. The environment became normal once again, and the young witch snapped her head towards the snob who cowered back in fright. A small, cold smirk appeared on Fayne's face, as she said in a crystal clear voice, with a dangerous undertone, " Now who is a worthless piece of shit and a failure?"

Mrs. Griffen was the first one to recover, and she quickly dismissed her class, trying to hide her shaky tone. Never in her life had the headwitchtress seen such a huge amount of controlled dark magic come from a freshman. Fayne got up, ready to leave the class, when Mrs. Griffen said, "Not you, Ms. Peirce. You and I need to talk. To my office, now!"

Fayne gulped slightly, but nodded and followed the headwitchtress, praying to the lord that she would not be expelled

* * *

Bloom sat in her and Flora's room, attempting to change her hair colour. Wizgiz had told her to keep trying, and the redhead had taken it to heart, literally.

"Bloom! You are not concentrating! Focus on your energy!" Stella shrieked, looking pissed off.

"Hey, I am trying, alright! And I am not like Fayne, I cannot get everything perfect like her! So if you want instant results you can always go help her!" Bloom yelled back, throwing the mirror on the bed. Flora and Stella looked at Bloom in shock. Was she actually... jealous? And that to of her own friend?

"Hey listen, I know you are frustrated. I am sorry, what I did was unnecessary. Go, keep trying!" Stella said, attempting to encourage Bloom. "Even I'm sorry, I should not have shouted either, what I said was highly uncalled for. It's just that... Fayne is able to battle three of the scariest witches of Cloud Tower, and able to scare them while I cannot even change the colour of my hair!"

Bloom sighed softly, and Stella replied in an attempt to cheer her up, "Who knows, maybe witches could get in touch with their energies faster than fairies, you know, them being all evil and all." Stella made crazy hand gestures to get her point across, and Bloom covered her mouth, giggling femininely.

Flora joined the girls on her bed, and placed a hand on Bloom's shoulder. "Go on sweetie, give it just one last try." Bloom sighed, and just nodded in response, turning back to the mirror, and focusing on Wizgiz' instructions. The redhead sighed and put the mirror back into the drawer upon seeing that it didn't work, and shook her head in an attempt to get rid of the spikes she had unknowingly created with her magic.

"Its alright sweetie, you heard what Wizgiz said, it isn't easy to get it in the first go!" Flora said, putting a hand on Bloom's shoulder. The redhead sighed in defeat, and put the mirror back in the shelf. "You guys, why did you come to Alfea? I mean, what is your goal in life?" Bloom asked, sounding unsure.

"Well" Stella piped up, always the first one to answer, "I came here to make my parents and the whole of Solaria proud! And of course, to check out the hot boys at Red Fountain." The blonde twirled around, flipping her hair dramatically, making Bloom crack a tiny smile.

"What about you, flower fairy? Why did you come to Alfea?" Stella asked, winking slightly at the girls. "Well" Flora began, "I came here to learn new things and- Oomph!" Flora exclaimed as the pillow came in contact with her face. "Stop giving us nerdy answers!" Stella yelled out, placing the pillow back in it's original position. Flora shrugged sheepishly, making Stella roll her eyes.

"What about you Bloom?" Flora asked kindly. "Yeah, what about you? Oh, and pleas don't give nerdy answers like Ms. Flower fairy here" Stella said hyper actively, dragging out the vowels in 'please'. Bloom sighed and walked up to the open window, hugging Kiko tightly as she replied.

"You see, that's the whole point! I don't know why I'm here." Stella and Flora looked at each other, and back at Bloom, who was looking at the gardens of Alfea, deep in thought.

* * *

Fayne stood in the headwitchtress' office, nervously shuffling her feet and keeping her head low. Mrs. Grfifen sat in her chair, eyeing the panicking girl.

"You may sit" She said gruffly, making Fayne jump. "P- Pardon?" Fayne stuttered out, her eyes wide. "Young lady, I said sit down" Griffen said, attempting to look and sound less intimidating. It seemed to have worked slightly ,for the young sat down uncomfortably, still looking a bit unsure. A moment of silence followed, and Fayne felt as though her heart would jump out of her throat.

"What you did out there was disgusting" The headwitchtress snapped, making Fayne sink into her seat in an attempt to appear smaller. "It was horrendous, disturbing and dangerous." Fayne bowed her head in shame, feeling pathetic.

"In other words, it was brilliant." The headwitchtress said softly, before snapping at the girl, "A witch must never bow her head!" She grabbed Fayne's chin and lifted it up, making Fayne squeak in surprise. Mrs. Girffen's gaze softened as she looked into the young witch's startling sea green eyes, and whispered something that distinctly sounded like 'you have your grandfather's eyes'.

"Pardon?" Fayne asked, slightly confused. " Nothing" Girffen snapped, before repeating, "Nothing at all." "Okay..." Fayne said, slightly creeped out. "You may leave" The headwitchtress snapped jolting out of her seat and turning her back to Fayne, who jumped up, almost running towards the door after mumbling a polite thanks. Griffen stared out of the window of her office, sighing slightly, missing deeply those wonderful and prosperous days of the most powerful planet in the dimension, and most of all, missing the expressive eyes of Flame's keeper's materna grandfather.

Meanwhile, Fayne ran out, almost bumping into Tory in the process. "There you are!" The infuriated witch exclaimed, making Fayne flinch. "I've been searching all over this tower for you! Do you even have the slightest idea how worried I was?!"

Tory sighed slightly, before casually throwing an arm over Fayne's shoulder, muttering something about killing Fayne in her sleep. The green eyed witch chuckled, and walked with her friend towards the lunch hall.

* * *

It was lunch time at the Alfea college for fairies, and four young fairies sat at their regular seats, peering through the crowd for Bloom. Griselda tapped her glass thrice with a spoon, commanding everyone's attention. Bloom dashed across the room, attempting go unnoticed. Faragonda, who was standing, smiled lightly whereas Mrs. Griselda narrowed her already tiny eyes.

"Young fairies, tonight, we shall be hosting the annual gala!" The headmistress paused for a moment, allowing the fairies to absorb the information. Excited whispers and murmers rose, and Griselda opened her mouth to reprimand the girls, only to be stopped by Faragonda. "It is a tradition, where the fairies of Alfea host a ball for the specialists of Red Fountain. I expect each of you to actively participate in the preparations. Also, I expect each one of you to wear a dress. Classes will be canceled for the rest of the day. You may eat and then proceed to help with the preparations."

Several cheers and shouts of joy could be heard across the hall, making Griselda pinch the bridge of her nose on distaste, making Faragonda chuckle. The winx ate quickly, and rushed out, appearing excited for the ball.

"I will take care of the music!" Musa said, her eyes sparkling with happiness. "I will help with the decorations" Flora said timidly, wiggling her fingers slightly. Green sparkles floated towards a plant hanging on one of the pillars, making it grow and cover the entire pillar. "Um, I don't think we need that much of greenery, Flora" Bloom said kindly, making Flora blush sheepishly.

"Oh please. We need not worry about all _this_!" Stella exclaimed, moving her hands around wildly. "If there is anything we need to worry about, it's our outfits!" The girls groaned in protest, making Stella huff in annoyance. The girls walked back to their dormitories, with Stella skipping, blabbering about their outfits and looks.

* * *

Back at Cloud Tower castle for witches, Fayne sat alongside Tory. Their lunch break had been cut short, much to the dismay of green eyed witch, who had half the mind to just ignore the headwitchtress' order. She sat in her seat, a scowl marring her features as she crossed her arms, glaring at anyone who crossed by. "Geesh, it's just _food_!" Tory exclaimed, annoyed by Fayne's antics. " Just food?" The young witch growled out. "JUST FOOD!? TORRIAN ROSEMARY CAMPBELL, HOW COULD YOU SAY SUCH AN ATROCIOUS THING!? GET ONE THING STRAIGHT! FOOD. IS. MY. LIFE."

Tory appeared startled, as she quietly said, "Ok, ok. Just calm-" The green haired witch was cut of by a pissed off Fayne, who all but strangled her. "Calm down? What do you mean by calm down! Of course I am calm! Do I look angry?!" Tory rolled her hazel eyes, mumbling under her breath. "God, someone's PMSing today..."

"Students!" Griffen all but roared, making the witches either jump, or wince, or do both. "I recently heard from my... trusted source, that the fairies of Alfea have hosted a ball. Once again, they chose to disrespect us, and have not invited us!"

Fayne's eyes widened with disbelief, as she said, "You have gotta be shitting on me! How rude and cruel is that! Ugh, I'm starting to hate fairies..." Tory nodded in agreement. The shouts of protests and angry whispers continued for a moment, before everyone quietened down.

"The fairies, today, have snubbed us witches. Will we let this pass, will we!" Griffen roared. Shouts ensued, and the headwitchtress continued. "I want each one of you to come up with an idea to ruin this _gala_, and submit it to me in my office by sundown. The most cruel and evil idea, shall be the one that is executed." Many whistles and raucous shrieks followed, and Fayne's jaw dropped. "You're joking" She said, aiming it at the headwitchtress. "She's joking, right?" She turned towards Tory, who had an evil glint in her eye. Fayne's eyes widened, as she shook her head, mumbling to herself. "This is not good. Not good at all. I've got to warn Bloom somehow!"

* * *

Meanwhile, the winx were scouring Magix city to help Bloom find a dress for the party. The young fairy had sheepishly admitted to not having a dress, and the girls all but dragged her to the city to get some shopping done. So far, the girls had no luck. Stella was about to pay for one of the expensive dresses Bloom picked up, but wouldn't buy as she couldn't afford it, only to be stopped by Flora.

"Stella, no. She might get offended" Flora said sensibly, making the blonde sigh and but her credit card in. "It's the least I can do for her as a friend" She whispered, making the girls smile at her. Inspite of her I don't give a shit exterior, Stella was a sweet and loyal friend on the inside, ready to do anything for those she loved. It was this quality of her, that each of the winx admired, not that they would admit it.

"You guys go. I'll find something and be back. I don't want you guys to miss out all the fun" Bloom said sadly. "Sweetie, are you sure?" Flora asked, to which Bloom nodded. The girls sighed, and after offering the redhead a sympathetic smile, headed back to Alfea.

"I can totally sympathize with Bloom. It feels horrid whe you can't get the dress of your choice. It's happened to me before" Stella said as the girls made there way back to the school. Musa, who had been having a Solarian slusher mix, began to cough, spitting out the drink. Stella let out a shriek and stepped aside, ready to reprimand the midnight blue haired girl. Techna then cut in with a perfectly raised bro, " The chances of you _not_ getting what you wished for is approximately 0.006712904758%"

The girls burst into peals of laughter, while Stella immitated Techna's expression. "Approximately, really?" The girls burst out laughing again, and Techna couldn't help but smile a bit.

Meanwhile, Bloom was at the stage of giving up. The redhead sighed as she went from shop to shop in search for 'The dress'. "Aha! Bingo" She thought, as she saw a pretty blue dress. "A bit to long, but I'll alter it later." She quickly paid for the dress and all but ran back to the school.

* * *

Fayne was having a minor panic attack as she paced around her dormitory. She snapped out the phone that Tory had lent her, and dialed Stella's number.

"_Hey, it's me, Princess Stella of Solaria! You see, we're kinda having this awesome dance, and I'm getting ready, so... yeah... leave a voice mail if it's important!_"

Fayne growled, gritting her teeth as she sent Stella a voice mail. "Hey Stella, it's me, Fayne. Alfea's in trouble, it's something to do with you ball. The witches are pissed 'cause they weren't invited. Trix alert, it's code red, if you know what I mean. If not, ask Techna to search it up. AND PLEASE DON'T KEEP YOUR PHONE IN VOICEMAIL NEXT TIME!"

Fayne ran a hand through her hair, frustrated as she tried Bloom's number. There were a couple of beeps, before the line died out.

"_They number you've called doesn't exist. Please-_"

"Damn it!" Fayne shrieked, throwing the phone across the room. She narrowed her eyes and made up her mind. She would go to Alfea, and she would warn the girls. Fayne groaned at the thought of wearing a _dress_, but she had no other choice. Her plan had to be fool proof, and not blending in was most definitely not an option. She quickly grabbed one of Tory's dresses, thanking her lucky stars for providing her with a friend who had her wardrobe stocked up. She opened a briefcase, removing her makeup stuff and wigs, smiling at all the memories they brought up.

Now, you must be wondering exactly why did the young witch have all these. Every since the age of 11, Fayne had a rather unhealthy obsession with anything related to mystery and adventure. So, saving up her pocket money, she would buy anything that would help her change her looks. She learned how to camouflage, and within a couple of months, would use these items to play pranks on people, etc.

Fayne quickly took out grey contacts and a red wig. She quickly put it onto a small mannequin and styled it into a simple bun, before putting it on along with the contacts, her eyes watering. She removed the makeup and darkened her skin tone slightly, before putting on the dress and taking the footwear into her hands. Opening the door, she peeped out, checking for a clear coast.

The young witch took off, dashing through the lonely corridors of Cloud Tower. She paused in front of the headmistress' office, hesitantly making her way towards the door to eavesdrop.

"... I expect nothing less than success from you three, is that clear?" Griffen's voice floated out, followed by three 'yes ma'm' s. Fayne's eyes widened as she muttered profanities under her breath, running as fast as she could. She suddenly had a moment of realization.

She had to run all the way to Alfea. But her mind was made up, and backing out of this like a coward was not an option. Her friends needed her, and she new that the trix were capable of horrid things. That along with her will power gave her a boost of energy, and the witch took of. She would stop the three witches, by hook or crook.

* * *

Bloom flung her dress on her bed, before running around the dormitory, uprooting it in search of a scissor to alter her dress. "Why is it that I never find what I need?!" She yelled out to no one in particular, making Kiko wince.

Giving up on finding it, Bloom quickly shot a jet of fire out of her finger tips. "It's working" She mumbled, sounding surprised. She turned her back to get some navy blue ribbons, only to turn around and see that her dress had caught fire.

Freaking out slightly, Bloom and Kiko began to hit the dress, coughing slightly because of the smoke. "God darn you!" Bloom shouted at the dress once the fire was put out, glaring at it as though it was the source of all her problems; which it was...

The redhead exited the apartment in search of scissors, before coming across a small passageway. "That's funny, I've never seen this before. Even the girls never mentioned it to me" Bloom said to herself, debating on whether or not she should enter it. Finally, she walked into the passageway, her curiosity overwhelming her common sense, flicking on the flashlight she got along with her.

Seeing shadows which looked to much like the trix, Bloom quickly shut the flashlight. She heard the trix talk about the tunnels connecting the three schools, and their evil plan about ruining the party. Bloom gasped quietly, following them as quickly as possible. She watched the evil witches turn the eggs into rat snake eggs which would hatch at the touch of a fairy.

Bloom searched for the girls desperately, bumping into Brandon once, and departing after politely telling him that she would dance with him later. Suddenly, the redhead bumped into someone.

"Watch where you're going" A nasal voice said. Bloom turned around, seeing a girl with red hair tied in a bun and grey eyes. She was wearing a _really_ short black dress which was like a spaghetti top above. It was shiny because of the sequin in the chest area, and was quite elegant. She wore black heels; which were surprisingly short in Bloom's opinion and shiny, silver stones in her ears. The mystery girl's eyes widened, and she grabbed Bloom by her arm.

"Oh my, I'm so glad I found you. I need to tell you and the girls something very important. By the way, why didn't you change?"

Bloom observed the girl in shock. The voice, it was quite familiar. The redhead's jaw dropped in shock when she finally figured out who this girl was.

"Y-You?" She stuttered out. "But you look so different!"

* * *

Fayne arrived at Alfea, panting and puffing. She attempted to control her breathing, her artificial red hair whipping around her face as she scanned the crowd for her fairy friends and wore her 3 inch heels at the same time. She began to walk as fast as she could without tripping over the heels. She let out a frustrated sigh, before freezing when a hand came in contact with her waist.

"Wow, it isn't everyday that you find a girl who is so ravishing. Might I know your name, babe?" A masculine and flirty voice purred from behind. Fayne turned around, forcing the hand of before taking a step backwards, eyeing the specialist carefully. She resembled the raven haired guy who had 'saved' her and Bloom from the troll back on Earth.

"What was his name?" Fayne thought to herself, "Rivet... Rian... Raven? Nah, that's his hair color. Ah, yes! It was Riven..."

"Back off" She said snobbishly with an attitude in a fake, nasal voice, making Riven scrunch his face slightly out of disgust. Fayne chuckled darkly in her head, thinking to herself, "Go on and jump in a well for all I care, pretty boy. That should teach you to _never_ judge a book by it's cover."

"As you wish" Riven forced out before turning around and joining up with the rest of his gang. Fayne snorted in an unladylike manner, before turning around and resuming her search for the fairies.

"Boys... they'll never change", she thought to herself. "Even if it's apocalypse, the only thing on their mind will be- oomph!" Her thoughts were cut of when someone rather rudely bumped into her. Fayne flipped at the fairy, and said in the same fake voice, before mentally apologizing to her for being rude, "Watch where you're going!"

Fayne's eyes widened upon seeing Bloom, who had a deer- caught- in- headlights expression. Relief flooded through the young witch as she grabbed Bloom's hand, pulling her aside.

"Oh my, I'm so glad I found you. I need to tell you and the girls something very important. By the way, why didn't you change?"

Bloom stared at Fayne with a thoughtful yet shocked expression. Her jaw dropped as she finally figured out who Fayne was, shock taking over her facial expression entirely.

"Y-You?" She stuttered out. "But you look so different! I mean, this can't be! Fayne?!"

"The one and only" Fayne said, flashing the redhead with one of her signature smirks. She immediately became serious, asking Bloom, "Do you know where the others are? I need to tell you guys something." And then Fayne explained the entire situation.

"Oh my god, you knew?! Why didn't you call me? Or one of the girls?" Was the first thing Bloom said.

"I tried! Your number, apparently, didn't exist! Apart from your number, the only number I know is Stella's!" And when I called our dear princess' phone, it went directly into voice mail! You know what it said?! _Hey, it's me, Princess Stella of Solaria! You see, we're kinda having this awesome dance, and I'm getting ready, so... yeah... leave a voice mail if it's important!_" Fayne said, perfectly imitating Stella's voice towards the end, eliciting a giggle from Bloom.

"You sound exactly like her!" Bloom said through giggles, making Fayne crack a small smile. "Come on, let's find the girls" Fayne said, pulling Bloom with her to resume the search. The girls wandered around for a while, before finding the young fairies.

"Oh my, there you are Bloom! You had us worried sweetie! And why aren't you dressed yet?" Flora asked kindly yet strictly.

"No time for that Flora. We have a slight problem here" Bloom said, earning a snort from Fayne. "_Slight problem!_ I mean- what- seriously?! If you could just define 'slight for me, Bloom darlin'?" Fayne hissed out sarcastically.

"And who are you?" Stella asked sassily, making Fayne roll her eyes. "It's me, Fayne you blithering idiot. And please, for all of us, _never_, and I mean _never_ put your phone in voice mail."

"Whatever. Wait, you're Fayne?! Wow, you look..." Musa trailed off in shock, observing the witch.

"Different, and desirable?" Techna said, making Musa nod. "Yeah, what she said" Musa said wit ha small grin. An awkward silence ensued, making Fayne clear her throat slightly before speaking.

"Soooo... back to the topic. The trix are here, and they've cursed the gifts you guys are going to get from the specialists! They said something about turning them into rat snake eggs."

"Oh my!" Flora gasped, covering her mouth. The girls rushed to where the gifts were kept, panicking lightly. "So, what exactly is this rat hair egg thingy?" Stella asked ignorantly. Techna immediately opened her database, showing the girls a digital image of the creature.

"_Snake rat eggs_" She began, emphasizing on the creature's name, "are creatures of the swamp."

"They hatch when touched by a fairy" Fayne continued, making everyone stare at her. "Their bite releases a toxin into your body, which makes you puke continuously." The girls continued to stare at Fayne, making her shuffle uncomfortably.

"What?!" She exclaimed suddenly, "Is it a crime to know your facts?"

"Well, I read this spell in _Teen Fair__y..._" Flora said, diverting the attention to herself to spare Fayne the awkwardness that would surely ensue.

"Oh oh oh! I remember! It's that one, right!" Musa said immediately, making Flora nod. "Ok, gather around in a circle" Flora said. "Wow wow wow, ease up" Fayne said as Stella yanked her into the circle. :I really don't think it's a good idea to mix fairy and witch magic. Things could go horribly wrong."

"Well, we need all the juice we can get, so focus" Techna said. Everyone closed their eyes, and Flora said, "Okay, now everyone, focus on your energy and repeat after me. What it once was, let it be again!"

"What it once was, let it be again!"

"What it once was, let it be again!"

"What it once was, let it be again!"

"What it once was, let it be again!"

"What it once was, let it be again!"

"What it once was, let it be again!"

The girls continued to chant in unison, as Fayne squeezed her eyes shut to concentrate. A rush of yellow light dashed towards the box, which was now in the hands of Brandon and Sky.

The girls watched with bated breath as the first fairy opened the egg. A stream of magical golden butterflies flew out, making the fairies squeal, jump, and coo. The five fairies and Fayne collapsed, letting out the breath they had held.

"Hey Stella" Prince Sky said, marching up to her with an egg. "This one's for you." Stella blushed crimson (quite an un- Stella- like thing to do, Fayne noted) as she accepted the egg from the charming prince. "Why thank you Prince Sky" She said, flirting with him shamelessly.

"Wait!" Musa exclaimed, snatching the egg from Stella and examining it. "Are you thinking what I'm thinking?" She whispered to Flora, who began to grin after a moment. Musa closed her eyes as a yellow light began to shine from the egg. Bloom and Fayne watched in confusion, unsure as to what was going on.

"There you go sweetie" Flora said, handing the egg back to Stella, who raised her eyebrows, before teleporting it to god knows where. Prince Sky stood at the side, scratching his head (in an un- prince- like fashion, Fayne noted) looking confused.

"Come on, let's get you dressed up" Fayne whispered to Bloom, pulling the redhead with her to her dormitories.

* * *

"UUUUUUUUUGGGGGHHHHHHHHH!" Icy shrieked out, making Darcy wince and Stormy rub her ear with a pained expression. Her hands began to glow blue, as the plants around her began to freeze, and eventually shatter.

"Why didn't that go damn spell work?!" Hissed Stormy. Darcy sat still, with her usual calm, and eerie aura. On the inside, however, she was fuming. "Do you think it's that newbie?" She asked Icy, referring to Fayne.

Icy cackled evilly before responding, "Please, Darcy darling. That girl cannot be that strong. Our defeat in her hands was mere beginners luck."

Darcy and Stormy glanced at each other, grinning evilly. "If I hadn't known you better, sister, I would think that you were _insecure_!" Stormy said, adding fuel to the fire.

"Shut up, both of you!" Icy whisper- yelled, making the other two stifle their laughter at her obvious insecurities. Darcy waved her hand slightly, making a dark energy pulse before fading.

"I know its location" She whispered. "And its gonna come right to us."

* * *

Fayne helped Bloom with the alterations, complementing the redhead on her sense of fashion. "The hell?!" Fayne swore as she saw a golden box from Stella's jewelry kit float up to the door. Bloom also noticed this, and the girls began to chase it, with Bloom attempting some stupid incantations.

"That ain't gonna work darlin'" Fayne drawled out between pants. "Someone has used dark magic on it." Bloom gave Fayne a how'd you know look, whereas Fayne said disbelievingly, "What- don't tell me you can't sense it!" Bloom just rolled her eyes, muttering something under her breath.

"Got ya!" Fayne exclaimed as she jumped forward and grabbed the golden shell- shaped box.

* * *

Behind the bushes, Icy was getting more and more pissed by the minute. "That's it!" She yelled, a crazed look entering her eye. "I've had it."

The trix jumped out of their hiding places, making the girls' jaw drop. "I knew it!" Fayne exclaimed in her faux nasal voice, making the trix (mainly Darcy) look at her suspiciously.

* * *

"Oh boy" Musa muttered, motioning for the girls to come to the window. "Oh shit" Stella whispered. "Bloom and Fayne are out there, and they're cornered by the trix!"

"We have to help them" Stella said with determination, making the girls nod in agreement. Just then Mrs. Faragonda walked by, telling Musa to perform for everyone, and for the rest of the girls to accompany her backstage for moral support. They all giggled forcefully and nodded slightly, before exchanging worried glances.

* * *

"How dare you try to attack Alfea and steal this?!" Bloom exclaimed dramatically, gesturing towards the box held by Fayne, making the trix roll their eyes.

"Umm... honey, that was very dramatic..." Fayne whispered in her nasally voice, making Bloom blush. Icy sent out a powerful blast of ice, making Fayne jump out of the way. Her head hit the ground, making her groan in pain. The young witch saw an orange light from the ice, and Bloom in a fairy costume.

Bloom wore a pair of a sparkling sky blue mini skirt and a sleeveless turtle neck top which showed off her midriff. This outfit was accompanied by a golden tiara and sparkling blue six inch pencil heeled boots. Her red hair was left open, set in its usual wavy self.

Fayne vaguely remembered hearing an argument between the two parties, before fainting, the last thing she heard being a womans frantic cries for Bloom.

* * *

The trix teleported away as Bloom de- transformed **(A/N :- I don't even know if that is a word, but please bear with me)** and lande lithely on the ground.

"Oh my, are you alright?!" Stella shreiked out, followed by the girls. "We tried to get away, but Faragonda kept popping out of nowhere!" Musa added, she and Techna giving Bloom a once over to check for injuries.

"I lost Stella's box, but I also transoformed!" Bloom squealed out, making the girls cheer, squeal, and jump into a group hug.

A groan alerted the fairies of someone else, as they turned around to find Fayne on the ground, clutching her tender head. "I'm cool" she grumbled as she stood up, in response to the worried looks she was receiving. She walked over to the girls, who explained that Stella's scepter was safe. Fayne chuckled at the thought of Icy being followed by a duck which was hell bent on making her its mommy, before wincing at the stab of pain that shot through her skull at the motion.

"We should soooo form a group!" Musa exclaimed. "Thanks for reminding me about that Musa" Bloom said. "We should call ourselves the Winx! I even have a logo, see!" Bloom exclaimed, drawing out a butterfly in the air with the help of her new found magic.

The girls continued to laugh, and Fayne sighed sadly. She slunk into the shadows, watching the girls' happiness from affar. She knew that she would never be part of the group, and sighed again as she watched the girls walk back into the school. She felt bad that none of the girls, not even sweet, king Flora, had even bothered to check on her and ask her if she was fine.

Fayne stayed back, hidden in the shadows as she watched Flora shyly talking to a specialist, Stella flirting with Prince Sky, Techna chatting with Timmy, and Musa blushing at something... Derek had said? Fayne smiled sadly to herself. Even Sky and Bloom Brandon were dancing together, lost in their own world, oblivious to the hushed whispers about Bloom's preety dress.

"Well", Fayne thought, "Atleast the ones I care for are happy..."

**Sooooo, that's about it folks. Hope you liked the chapter! Also, I will be changing the summary, so yeah... just thought you all should know... once again, I'm really seriously honestly sorry for not updating soon!**


	5. Chapter 4- Black Mud Swamp

**Chapter 4- The Black Mud Swamp**

**Hey there folks! I am going to try to update as much as possible before I go for vacations. Any how, enjoy this chapter! I only own my OCs and the minor plot twists.**

The winx stood in the forest, watching in amusement as Stella wrinkled her nose at the dirt around. Professor Palladium began to explain the reason for this field trip, blushing when one of the fairies lifted up her shorts slightly to show him a bug bite. Each of the winx wore a pair of khaki coloured mini- shorts and a khaki coloured shirt, with tank tops inside, accompanied by a pair of khaki coloured wedge style boots. They also wore a pair of khaki coloured fingerless gloves to complete the look. Stella's was yellow, Musa's was red, Techna's was purple, Flora's was green and Bloom's was sky blue.

As soon as the nervous professor finished his announcement, the girls formed a group and set off. After narrowly missing being turned into barbecued fairies, the winx had the pleasure of watching Stella covered in mud from head to toe, hopping around in a rather vain attempt to get it off her precious hair and clothes.

"Ah!" She shrieked out in frustration, ignoring the chuckling girls. "I DETEST FORESTS!"

"Sweetie, all you've got to do is listen to the voice of nature" The nature fairy said. "Voice, what voice? Are you sure you are not unwell Flora?" Techna asked, being the logical one as always. Stella nodded in agreement, and Musa strained her ears to see if she could catch anything. All her sensitive ears could hear were the rustling of leaves, buzzing of insects, and chirping of birds.

"I- I- I think I can hear it" Bloom said unsure, blushing as Flora praised her. A sudden sound alerted the girls as a red fountain ship crashed into a clearing.

"The specialists could be in trouble! Let's go girls" Bloom exclaimed as they took off running. They reached the clearing, coughing because of all the smoke.

* * *

A while ago, at cloud tower, the Trix had skipped class by using an invisibility spell, and were listening to the news Knut had for them. Apparently, a team of specialists were delivering the troll captured near Bloom's house to the police.

"What if that blasted troll spills?" Stormy growled, angry as always. "Do not worry sister, I am sure Icy has a plan for it. Don't you Icy?" Darcy said, knowing well that Icy didn't have a solid plan as of yet.

"Oh, Darcy darling, of course I have a plan" Icy said with a smirk, making Darcy's falter a bit. She told her plan to her sisters, who upon hearing it, began to cackle evilly. Icy smirked, sure that her plan will work.

* * *

"Well, detention went well" Fayne said, sounding thoroughly amused. "I can't believe that the blackboard fell for that stupid trick!"

"I do not even want to know..."Tory mumbled, making Fayne roll her eyes. "Awww come on Tors, lighten up!" Tory snorted at her new nickname, before suddenly stiffening up.

Headwitchtress Griffin stood in front of the two girls, glaring at Fayne. "Ms. Campbell, you may return to your room. One detention will suffice for you, unlike Ms. Peirce here." Tory gulped slightly and skipped away, shooting her friend an apologetic look.

"You and I both know what you have done, Peirce, don't give me that innocent look" Griffen said sternly as she eyed the young witch, who had sprouted a perfectly confused expression. "You know very well what to do" Giffen said as she walked away.

Fayne let out a frustrated sigh, and stormed to her room, ignoring Tory's concerned expression. She quickly pulled on a pair of dark blue denim jeans and put on a black tank top along with an Armani jacket, and plaited her hair. She also added a pair of fingerless gloves to complete the look. "You know what to do my foot", She grumbled darkly.

Tory's eyes widened as she realized what was going on. "What- seriously?" She said in disbelief. "Griffen's actually making go into the Black mud swamp?"

"Oh no Tory darling, she's sending me for a BLASTED PICNIC!" Fayne replied sarcastically, screaming out the last bit. "Okay, okay, calm down" Tory said with her hands raised. Fayne rolled her eyes and grumbled to herself darkly, making Tory chuckle. "Best of luck" She said, still chuckling.

"Yeah, whatever" Fayne grumbled darkly, shaking her head as she proceeded to the forest.

15 minutes later, Fayne was frustrated, and was ready to kill Griffen. "Stupid stupid stupid detention..." She mumbled to herself darkly, pushing a couple of loose strands of hair behind her ears furiously. She was pretty sure that she looked like a zombie right now. She heard a sudden explosion, and looked up at the sky. A red fountain ship had been hit, and was now crash landing.

Fayne's eyes widened as she took off in the direction of the ship, praying to the gods that everyone was fine. Upon reaching the clearing, she began to call out, asking if everyone was fine.

"Fayne?!" Stella exclaimed in surprise. "What are you doing here?" "Detention" Fayne said, rolling her eyes. After telling the Winx how she landed up in detention, the winx burst into peals of laughter, smirking at Fayne. Their conversation was cut short when they saw the specialists emerge from the ship, coughing slightly. They were the ones who had met Stella, Fayne, and Bloom back on Earth.

"Brandon, are you alright?" Bloom asked anxiously. "Prince Sky! Are you hurt?" Stella cried out, squinting her eyes to search for the Prince. "We're fine" Six voices said, emerging from the clouds of dust and smoke.

"Don't worry girls, everything is under control" Brandon said, smiling at the Winx and Fayne. "Oh no, the troll has escaped!" Timmy yelled out immediately, making Fayne snicker and Brandon sigh. "Or maybe not" He mumbled.

"We should work together and capture this troll!" Musa said enthusiastically. "Oh please" Derek snorted, rolling his eyes. Musa looked crestfallen. It was obvious to Fayne that the musical fairy had a crush on her brother. Derek spotted Fayne, and upon seeing her murderous glare, he shut his mouth.

"Yeah, go on and play with your little magic potions pixies. Leave this to the specialists" Riven said obnoxiously. "Oh yeah, when are they gonna be here?" Fayne said, her temper flaring and her inner feminist coming out. She looked walked up to Riven and looked over his shoulder, pretending to search for the actual specialists.

Riven caught hold of the witch's arm, yanking towards him and glaring at her. They stood nose to nose, as Fayne glared defiantly into his eyes, before smirking and kneeing him down south. Flora gasped, Stella giggled, and Musa laughed out loud, Bloom stared at Fayne, shocked for a moment. Riven fell to the ground, holding his crotch and moaning in pain. Even the boys cracked a smile and concealed their laughter.

Fayne began to laugh boisterously, as she clutched her sides, shaking from mirth. "It appears as though Fayne is having seizures. Is she alright?" Techna asked, slightly concerned. "Oh sweetie, it's fine. She's just laughing to hard." Flora replied timidly.

Riven stood up, looking embarrassed as he stormed away. "Girls, you stay out of this, we don't want you to get hurt" Timmy said, while the remaining specialists nodded. "Excuse me? Are you saying that we are weak?" Stella exclaimed, while Flora attempted to calm her down.

"Look, we have no time to argue." Prince Sky said with a sigh. "Come on boys, let's go."

"I say that we search for the troll by ourselves! Techna stated suddenly, with enthusiasm. Everyone stared at her for a moment, before nodding. The Winx and the girls took off, following the foot steps of the troll.

"Look, the depth of the foot prints is decreasing" Fayne stated. "It's like he's loosing weight" Stella said. "Or, he was under the effect of an anti- gravity spell" Both Techna and Fayne said at the same time.

Everyone stared at Fayne for a moment, making her throw her hands in the air and huff indignantly. "What- is it a crime to know your facts these days?"

"No sweetie, it's just a bit... unnerving" Flora said hesitantly. "Unnerving? More like freaky" Bloom mumbled. "And Scary" Musa added, making Fayne pout a bit.

"Awww" Flora cooed, startling Fayne. "You look so innocent when you pout!" "I, uh... thanks?" Fayne said, confused. The girls stopped suddenly, hearing voices.

"Did you hear that?" Techna asked cautiously. "I think it's the boys" Flora stated. "Looks like they got caught up in these vines."

"They are highly sensitive to sound" Fayne explained, seeing everyone's confused expression. The girls soon freed the boys, and proceeded with the journey. After rescuing Riven from getting sucked into a whirlpool, and reprimanding him for being an ass (this was done by Fayne, by the way), the group continued to follow the foot steps. The Winx and Fayne halted suddenly, leaving the boys confused.

"What, what is it?" Derek and Prince Sky asked at the same time, confused. The boys pulled out their weapons, keeping an eye out for any threat or danger.

"There's so much of negative energy here!" Flora whimpered, latching onto Fayne who put an arm around her shoulder. Fayne observed her surrounding, and felt a sudden sense of fear.

"I think that even the plants and animals are scared" Fayne whispered. "How'd you know" Flora mumbled through whimpers. "...Uh, gut feeling, I guess?" Fayne said with a shrug.

"No honey, what you here is the voice of nature" Flora said with a smile. "Witches aren't suppose to be in tune with nature" Bloom said, frowning. "How is it that Fayne can here this voice but Musa, Techna, and Stella can't hear it?"

Techna looked at Fayne, who was attempting to calm Flora down. She seemed to be doing well, to be honest. The teens gave up soon, and proceeded to leave.

"Bloom, come on! We're leaving!" Fayne called out, peeking over Bloom's shoulder curiously. Bloom held a feather in her hand, a contemplative look on her face.

"Isn't that from Icy's duck?" Stella asked, as the rest of the girls gathered around Bloom. "Hmmm... I wonder how this got here..." Fayne voiced out, before turning around. "Come on girls, let's go."

* * *

"Ah, you girls are back!" Palladium said to the Winx after they and Fayne had seen the boys off. "Who are you, my dear?"

"I'm Fayne Peirce, sir. I go to Cloud Tower" Fayne said. Several indignant murmurs arose in the crowd, before they settled down. "I helped the Winx and the specialists" Fayne added. Palladium looked unsure, but smiled anyways.

"Even though these girls were the last ones, they have received the highest score, as they knew their priorities, and had good decision making capabilities!" The other fairies groaned at this, but said nothing. After waving a good bye to the winx, Fayne left for Cloud Tower, where she was greeted by Griffen.

"What you did out there was unacceptable!" She hissed at Fayne, who shot back calmly, "Ma'am, in times of need, it is essential to put aside our differences and work together harmoniously."

Griffen glared at Fayne before smiling slightly. "You did well. Go to your room now." The headwitchtress disappeared suddenly, leaving behind a confused Fayne.

"Okay..." She said to no one in particular, slightly creeped out.

**Well, this is quite a small chapter! Please review!**


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